10-24-16 Regular Meeting of the La Porte City Council

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shall be deemed to create a partnership or joint venture and/or principal and agent relationship between or among the Settling Parties. 4. Payment by City of La Porte and Dismissal from USOR Site Case. 4.1 Payment by City of La Porte. In settlement of the Covered Matters, and in consideration of the mutual undertakings and benefits in this Settlement Agreement, City of La Porte shall pay the USOR Site PRP Group the sum of Forty-eight Thousand and No/100 Dollars ($48,000 Lowell Ave., Suite 520, Overland Park, KS 66210-2336, by October 24, 2016. 4.2 Payment Not Penalty. The payment made by City of La Porte is intended by the USOR Site PRP Group to represent City of La Portealleged allocable share of USOR Site response costs and an additional amount for orphan shares. Such payment by City of La Porte is not a penalty or monetary sanction. 4.3 Dismissal of City of La Porte from USOR Site Case. As soon as possible after receipt of City of La Porte Site PRP Group shall file the appropriate pleading in the USOR Site case to dismiss City of La Porte as a defendant with prejudice. If another party in the USOR Site Case attempts to assert a CERCLA or TSWDA claim against City of La Porte before or after City of La Porte is dismissed from the USOR Site Case, the USOR Site PRP Group shall file the appropriate motion with the Court to bar any and all CERCLA and TSWDA claims against City of La Porte in the USOR Site Case. 5. Releases, Assignments, and Covenants Not to Sue. 5.1 Releases and Covenant Not to Sue by and among the Settling Parties. Upon the P Group releases, forever discharges and covenants not to sue City of La Porte with respect to the Covered Matters. Upon effectiveness of the release and covenant not to sue to be provided by USOR Site PRP Group, as described in the previous sentence, City of La Porte covenants not to sue any USOR Site PRP Group member for contractual indemnity or the USOR Site PRP Group or any other party, including any potentially liable party, the United States, the State of Texas, and/or the County of Harris, Texas, for the recovery of costs related to the Covered Matters, except in the event that City of La Porte is first sued or administratively pursued by any such third party. Nothing herein precludes or restricts City of La Porte or the USOR Site PRP Group from asserting any claims at any time against the other party that are not Covered Matters. 5.2 Effectiveness of Release. The release in Section 5.1 will be effective upon the USOR City of La Porteunder Section 4.1 above and will remain in effect as long as City of La Porte fulfills its other obligations under this Settlement Agreement. 5.3 Reservations, Limitations. In construing the scope of the releases granted in Section 5.1 above, the following reservations and limitations shall apply: (a) Nothing in this Settlement Agreement is intended to release the liability relating in any way to the USOR Site of any person or private or public entity that is not a Settling Party under this Settlement Agreement. 4